-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IQB2ZNgGoWeCl2O/vcoSrjum3VqWiZg7QidtPsMYHuJYWqFyvRYxXmBS1kg4xrQG oX7EuEfSg2piwXXL0ZiZWA== 0001116679-08-001217.txt : 20080507 0001116679-08-001217.hdr.sgml : 20080507 20080507170642 ACCESSION NUMBER: 0001116679-08-001217 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080505 FILED AS OF DATE: 20080507 DATE AS OF CHANGE: 20080507 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRPOINT COMMUNICATIONS INC CENTRAL INDEX KEY: 0001062613 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 133725229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 521 EAST MOREHEAD ST STREET 2: STE 250 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 7043448150 FORMER COMPANY: FORMER CONFORMED NAME: MJD COMMUNICATIONS INC DATE OF NAME CHANGE: 19980527 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nixon Peter G CENTRAL INDEX KEY: 0001315612 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32408 FILM NUMBER: 08810787 BUSINESS ADDRESS: BUSINESS PHONE: 704-227-3620 MAIL ADDRESS: STREET 1: FAIRPOINT COMMUNICATIONS, INC. STREET 2: 521 E. MOREHEAD STREET, SUITE 250 CITY: CHARLOTTE STATE: NC ZIP: 28202 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2008-05-05 0001062613 FAIRPOINT COMMUNICATIONS INC FRP 0001315612 Nixon Peter G C/O FAIRPOINT COMMUNICATIONS, INC. 521 E. MOREHEAD STREET, SUITE 250 CHARLOTTE NC 28202 0 1 0 0 President Performance Units 2008-05-05 4 A 0 28167 A Common Stock, par value $.01 per share 28167 64337 D These derivative securities are performance units ("Performance Units") issued pursuant to the FairPoint Communications, Inc. (the "Company") 2008 Long Term Incentive Plan (the "2008 Plan"). If the 2008 Plan is not approved by the Company's stockholders, the Company will pay Mr. Nixon cash in satisfaction of Performance Units earned. These derivative securities do not have an exercise price. Reported number is based on the Company achieving a value on its common stock, par value $0.01 per share ("Common Stock"), of $25.94 or higher on December 31, 2009. The actual number of Performance Units earned by Mr. Nixon will be based on the table set forth in Exhibit 99.1 hereto (and incorporated herein by reference) and the value of the Company's Common Stock as of December 31, 2009. The number of Performance Units earned for a value between any of the amounts in the table set forth in Exhibit 99.1 will be determined by linear interpolation. For these purposes, "value" means the sum of (i) the average of the closing prices for shares of the Company's common stock during the 30 day trading period ending December 31, 2009 and (ii) all cash dividends paid by the Company with respect to a share of its common stock during the period from April 1, 2008 through December 31, 2009. These Performance Units are convertible on a one for one basis into shares of Common Stock based on the value of the Company's Common Stock on December 31, 2009. These Performance Units may be deemed earned and/or forfeited upon certain other events set forth in the Performance Unit Award Agreement under which the Performance Units were issued. No consideration was paid for these Performance Units. /s/ Peter G. Nixon 2008-05-07 EX-99 2 nixon_ex99-1.txt EX. 99.1: PERFORMANCE UNITS Exhibit 99.1 The actual number of Performance Units earned by Mr. Nixon will be based on the following table and the value of the Company's Common Stock as of December 31, 2009: ---------------------------------------- --------------------------- Value of the Company's Common Stock as Number of Performance of December 31, 2009 Units Earned ---------------------------------------- --------------------------- less than $19.94 0 ---------------------------------------- --------------------------- $19.94 7,511 ---------------------------------------- --------------------------- $21.94 16,900 ---------------------------------------- --------------------------- $23.94 23,045 ---------------------------------------- --------------------------- $25.94 or more 28,167 ---------------------------------------- --------------------------- All defined terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to such terms in the Form 4 to which this exhibit is incorporated by reference. -----END PRIVACY-ENHANCED MESSAGE-----